Exhibit 10(b)
AMENDMENT TO
EMPLOYMENT AGREEMENT
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The Employment Agreement by and between FLEET FINANCIAL GROUP, INC., a
Rhode Island corporation (the "Company"), and XXXXXXX X. XXXXXXX (the
"Executive"), dated as of March 14, 1999 (the "Agreement") is hereby amended,
effective as of February 7 , 2000, as set forth below.
1. Section 5(a)(i)(A) of the Agreement is hereby restated in its
entirety to read as follows:
(A) the "Severance Payments" as defined in Section 6.1 of the Prior
Agreement (including without limitation payment to the Executive on
account of the items described in paragraph (C) of such Section
6.1), representing the amounts and benefits to which the Executive
would have been entitled under the Prior Agreement, as determined by
the Auditor no later than 30 days after the execution of this
Agreement, plus interest from the Effective Date to the date of the
payment of such Severance Payments (the "Interest Term"), at an
annual rate equal to the "prime" rate as in effect from time to time
(subject to the limitation that the average interest rate used
during the Interest Term shall in no event exceed 10%), compounded
daily (the "New Severance Payment"), provided that the Executive may
elect to reduce the Severance Payments by the amount described in
paragraph (B) of Section 6.1 of the Prior Agreement and, in lieu
thereof, receive for a period of three years following the Date of
Termination the continuation of the benefits described in Section
3(f)(ii); and
2. The following new Section 5(e) is hereby added immediately following
Section 5(d) of the Agreement.
(e) Notwithstanding anything contained in this Agreement to the
contrary, the Executive shall not be entitled to receive any of the
payments set forth in this Section 5 until the earlier of (i) such
time as the limitations on deductibility imposed by Section 162(m)
of the Code are no longer applicable to remuneration paid by the
Company to the Executive and (ii) three (3) months following the
Date of Termination.
IN WITNESS WHEREOF, the Executive and the Company have caused this
Amendment to the Agreement to be entered into, as of the day and year set forth
above.
/s/ XXXXXXX X. XXXXXXX
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XXXXXXX X. XXXXXXX
FLEET BOSTON CORPORATION
By: /s/ XXXXXX X. XXXXXXX
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Title: Vice Chairman and Chief Financial Officer
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